KCC SOFTWARE LIMITED Report_Final_2014-15.pdfM/s KailashSushil& Associates Chartered Accountants...
Transcript of KCC SOFTWARE LIMITED Report_Final_2014-15.pdfM/s KailashSushil& Associates Chartered Accountants...
BOARD OF DIRECTORS
Deepak Gupta Managing Director
Poonam Gupta Director (Operations)
Ravi Gupta Director
Pramil Garg Director
COMMITTEES OF THE BOARD OF DIRECTORS
Audit Committee
Ravi Gupta Chairman
Pramil Garg Member
Poonam Gupta Member
Investors’ Grievances Committee
Poonam Gupta Member
Ravi Gupta Member
Pramil Garg Chairman
Nomination and Remuneration Committee
Poonam Gupta Member
Pramil Garg Member
Ravi Gupta Chairman
Share Transfer Committee
Deepak Gupta Chairman
Pramil Garg Member
Chief Finacial Officer
Anju Sharma
Company Secretary
Prakriti Wason
Auditors
M/s Kailash Sushil & Associates Chartered Accountants
1-A, (K-429/135), Adarsh Nagar Extn., G.T. Karnal Road, Delhi - 110033
Registered Office :
M-78, Connaught Place, New Delhi- 110 001
Phones : 49356000, 49356023 E-
mail : [email protected]
Registrar & Share Transfer Agents
Alankit Assignments Limited, 2E/8, First Floor,
Jhandewalan Extension, New Delhi - 110055. Phones : 42541234
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Directors’
Report
Dear Members, Your Directors have immense pleasure in presenting their Twenty First Annual Report on the business and operations of the company together with the Audited Financial statements and Accounts for the year ended 31st March, 2015. INFORMATION TECHNOLOGY INDUSTRY IN INDIA
FINANCIAL PERFORMANCE OF THE COMPANY (Rupees in lacs)
Particulars Financial Year Financial Year
2014-2015 2013-2014
Gross Revenue 244.15 268.41
Profit Before Tax 71.94 113.20
Tax Expenses:
i) Current Tax 13.70 22.64
ii) Deferred Tax -3.63 2.81
iii) Earlier Year Tax 0 0.00
iv) Fringe Benefit Tax 0 0.00
Profit after Tax 61.87 87.74 During the period under review your company has registered a turnover of Rs 244.15 lacsagainst Rs.268.41 lacs in year 2013- 2014. A profit before Tax of Rs. 71.94 lacshas been made during this period as against a profit of Rs. 113.20 lacs in the previous period. Profit for the period 2014-15 is 61.87 lacs. DIVIDEND The Board considering prudent to conserve resources for investment in business regrets its inability to
recommend any dividend for the year ended 31st March 2015. RESERVES The Reserves and Surplus in the Current Year 2015 is Rs.996.22 lacs as compared to previous year it was Rs.
934.34 lacs. SHARE CAPITAL
Particulars As on March 31, 2015 As on March 31, 2014
(Rs. in Lacs) (Rs. in Lacs)
SHARE CAPITAL
Authorised Capital
Equity Shares of Rs. 10 each 650.00 650.00
Issued Subscribed and paid up Capital
Equity Shares of Rs. 10 each fully paid up. 581.80 581.80
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The Company has only one class of equity shares having a par value of Rs. 10/- per share . Each holder of
equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion
to the number of equity shares held by the shareholders. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR The Company is engaged in the activities like Instructor-Lead Online Training, Distance Learning, Soft-
Skills and Employee Ability Enhancement, Software development and IT Consulting. INSTRUCTOR- LEAD ONLINE TRAINING We provide instructor lead online tutorials for learning at the convenience of learners. There is flexibility in learning and real time access as students have the freedom to learn whenever they are comfortable and the instructors update the lessons over the network instantly. Also, our learning management system helps students to grasp things faster and retain it longer. Extensive study material and expert instructors are provided. The quality material with the liberal use of videos and images makes learning fun and exciting. Moreover, with the benefit of learning at any time, from anywhere, help reduce carbon footprint. We are offering Instructor- Lead Online training courses in Big Data and Hadoop, Python Programming, Mongo DB and Big Data Analytics. DISTANCE LEARNING KCC SOFTWARE LTD. has been the collaborator for various state run and deemed universities like ChaudharyCharan Singh University, Meerut, AcharyaNarendra Deva University of Agriculture and Technology, Faizabad, SardarValabhBhai Patel University of Agriculture and Technology, Modipuram, Punjabi University- Patiala and IASE Deemed University, Rajasthan for Distance Learning Programmes. The Company has been a pioneer in the delivery of higher and technical courses through distance education mode. Your Company has discontinued distance education Courses. SOFT-SKILLS AND EMPLOYEE ABILITY ENHANCEMENT Soft skills and employee ability enhancement courses are offered by the company. Soft skills are personal characteristics that relate to a person's capability to interact effectively with others. We offer complete soft skills, training designed to support students effectively in the GDPI and the entire selection process. Subject experts provide the valuable inter-personal and organizational skills, enabling students to avoid costly miscommunication errors and wrong statements. Our training gives the skill that is required to communicate effectively under a variety of different circumstances. SOFTWARE DEVELOPMENT AND IT CONSULTING KCC offers a plethora of services in the following technology in India: • Open Source Technologies and platforms • Microsoft Technologies • Systems Programming and • Enterprise Tools With a dedicated team of quality system programmers and software developers backed up with our quality processes, we serve as Partner Company for both Software Product Companies (ISVs) and Software Service
Companies in addition to IT Departments of end clients. CHANGE IN THE NATURE OF BUSINESS No Change in the nature of the business of the Company during the year.
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MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE ON THE DATE OF THE REPORT. There have been no material developments after the date of the last balance sheet till the filing of the Information memorandum with the Registrar of Companies, NCT, Delhi and Haryana that are likely to affect the performance and prospects of the Company. The directors opine that apart from the above and to the best of their knowledge, as on date no circumstances have arisen since the date of the last financial statement that materially and adversely affect or are likely to affect the operations of the value of its assets or its ability to pay its liabilities within the next 12 months. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATIONS IN FUTURE No material orders have been passed by the Regulators or Courts or tribunals impacting the going concern
status and company's operations in future so far. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO THE FINANCIAL STATEMENTS. The philosophy we have with regard to internal control systems and their adequacy has been formulation of effective systems and their strict implementation to ensure that assets and interests of the Company are safeguarded; checks and balances are in place to determine the accuracy and reliability of accounting data. The Company has a strong reporting system, which evaluates and forewarns the management on issues related to compliance. The performance of the Company is regularly viewed by the Board of Directors to ensure that it is in keeping with the overall corporate policy and in line with pre-set objectives. The Company updates its internal control systems from time to time, enabling it to monitor employee
adherence to internal procedures and external regulatory guidelines. The internal audit, an independent appraisal function to examine and evaluate the adequacy and effectiveness of
the internal control system, appraises periodically about activities and audit findings to the Audit Committee. The Audit Committee was constituted to the Board of Directors and it consists of independent directors. The committee also holds discussions with statutory auditors, internal auditors and the Management on matters pertaining to internal controls, auditing and financial reporting. SUBSIDIARY COMPANY The Company has no subsidiary. PUBLIC FIXED DEPOSIT The company has not accepted deposits from Public under section 58A of the Companies Act, 1956 during
the year. STATUTORY AUDITORS M/s KailashSushil& Associates
Chartered Accountants 1-A, (K-429/ 135), Adarsh Nagar Extn., G.T Karnal Road, Delhi- 110 033 M/S KailashSushil& Associates, Chartered Accountants, the Statutory Auditors of your company expressed their willingness to continue auditors, if re- appointed at the Annual General Meeting to hold the office until the conclusion of the next Annual General Meeting. The company has received from the Auditors a certificate to this effect that their appointment, if made, would be within the prescribed limit under section 139 of the Companies Act, 2013.
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INTERNAL AUDITOR The Board has appointed an Internal Auditor to conduct the Internal Audit for the Financial Year 2014-2015.
The Internal Audit Report for the financial Year ended March 31, 2015 has been submitted to the company
and it does not contain any qualification, reservation or adverse remark. AUDITORS' REPORT The notes to the accounts in Auditors' Report are self-explanatory. CASH FLOW ANALYSIS The Cash Flow Statement for the year under reference is annexed with the Annual Accounts of the Company. EXTRACT OF THE ANNUAL RETURN The extract of the annual return in Form No. MGT - 9 shall form part of the Board's report. ENERGY CONSERVATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as
follows: A) Conservation of energy:
i) The steps taken or impact on The Energy Conservation efforts in the Company
conservation of energy; are being pursued on a continuous basis and the
Company is making its full efforts to minimize
wastage and to make optimum utilization of energy.
ii) The steps taken by the Company
for utilizing alternate sources of energy; N.A
iii) The capital investment on energy
conservation equipments. N.A
(B) Technology absorption:
i) The efforts made towards technology absorption; N.A
ii) The benefits derived like product improvement,
cost reduction, product development or import substitution; N.A
iii) In case of improved technology (imported during the last
three years reckoned from the beginning of the Financial Year.) N.A
(a) The details of technology imported N.A
(b) The year of import N.A
(c) Whether the technology being fully absorbed, areas where
absorption has not taken place, and the reasons thereof; and N.A
iv) The expenditure incurred on Research and Development N.A
(C) Foreign Exchange earnings and outgo :
KCC has not earned or spent any Foreign Exchange Currency so far.
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DIRECTORS Changes in Directors and Key Managerial Personnel In accordance with the provisions of section 152 of the Companies Act, 2013 and Article of Association of the
company, Mr. Ravi Gupta, Director of the company, retire by rotation at the ensuing Annual General
Meeting and be eligible, offer herself for re-appointment. Their brief profile has been stated in the Corporate
Governance Report. In accordance with the provisions of Section 196 read with Section 197 and 198 of the Companies Act, 2013 ,
Mr. Deepak Gupta , Managing Director or CEO of the Company was re- appointed for a term of 3 years
w.e.f 1st November, 2014 till 31st October, 2017 on remuneration not exceeding the limits specified in
Schedule V of the Companies Act, 2013. In accordance with the provisions of Section 196 read with Section 197 and 198 of the Companies Act, 2013 ,
Ms. Poonam Gupta , Whole Time Director of the Company was re- appointed for a term of 3 years w.e.f 1st
November, 2014 till 31st October, 2017 on remuneration not exceeding the limits specified in Schedule V of
the Companies Act, 2013. Disclosure of interest by Directors In Accordance with the provisions of Sec 184 of the Companies Act, 2013, no director shall participate in any
discussion in the meeting with respect to any contract/ arrangement entered into, or proposed to be entered
into by the Company if such director has any kind of nature/ interest in such contract/ arrangement. Notice
of interest by directors was given in form MBP-1. Declaration by an Independent Director(s) and re- appointment, if any A declaration by an Independent Director(s) that they meet the criteria of independence as provided in sub-
section (6) of Section 149 of the Companies Act, 2013 has been received by the Company. Formal annual evaluation The Company has devised a Policy for performance evaluation of Independent Directors, Board,
Committees and other individual Directors which includes criteria for performance evaluation of the Non-
Executive Directors and Executive Directors. BOARD DIVERSITY The Company recognizes and embraces the importance of a diverse board in its success. We believe that a
truly diverse board will leverage difficulties in thought, perspective, knowledge, skill, regional and industry
experience, culture and geographical background, age, ethnicity, race, gender, which will help us retain our
competitive advantage. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the Financial Year 2014-2015, The Board met Seven times in the following dates in compliance with
Section 173 of the Companies act, 2013 i) 29th May, 2014 ii) 29th July, 2014 iii) 29th October, 2014 iv) 1st November, 2014 v) 29th January, 2015 vi) 23rd February, 2015
vii) 16th March,2015
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AUDIT COMMITTEE (A) COMPOSITION OF AUDIT COMMITTEE
Disclosure pursuant to the provisions of section 177 of the Companies Act, 2013, the Audit Committee
of the company consists of:
Mr. Ravi Gupta - Chairman &Non-Executive Director
Mr.Pramil Kumar Garg - Non Executive Director & Member
Ms. Poonam Gupta - Executive Director & Member (B) AUDIT COMMITTEE MEETINGS
During the financial year 2014-2015, the Committee met five times on the following dates:
i) 29th May, 2014
ii) 29th July, 2014
iii) 29th October, 2014
iv) 29th January, 2015
v) 23rd February, 2015 DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES The Company has put in place a mechanism of reporting illegal or unethicalbehavior.Employees are free to report
violations of laws, rules, regulations or unethical conduct to their immediate supervisor/ notified persons. The
reports received from any employee will be reviewed by the Audit Committee. It is affirmed that no person has
been denied access to the Audit Committee. It is affirmed that no person has been denied access to the Audit
Committee in this respect. The directors and the senior management are to maintain confidentiality of such
reporting and ensure that the whistle blowers are not subjected to any discriminatory practice. NOMINATION AND REMUNERATION COMMITTEE The Remuneration Policy as outlined by the committee aims at:- • Recognizing and rewarding performance and achievements • Motivating and including the concerned executives to put in their best. Details of the Remuneration paid to the Directors during the year under review are given below:
Name Of the Director Salary (Rs in lakhs )
Mr. Deepak Gupta 8.00
Mr. Ravi Gupta NIL
Ms. Poonam Gupta 8.00
Mr. Pramil Kumar Garg NIL PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 The Company has not given any guarantee for loans taken by others from Bank or Financial Institutions. ACCEPTANCE OF DEPOSITS The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies
Act, 2013 and the Companies (Acceptance of Deposit) Rules 2014, during the year under preview.
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PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of every contract or arrangements entered into by the Company with related parties referred
to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions
under third proviso thereto forms a part of this report. All contracts/ arrangements/ transactions entered by the Company during the financial year with related
parties were in the Ordinary Course of business and on an arm's length basis. During the year , the
Company on materiality of related party transaction. The policy on materiality of related party transactions
and dealing with related party transactions as approved by the Board. MANAGERIAL REMUNERATION: A) Details of the ratio of the remuneration of each director to the median employee's remuneration and
other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
a) Payment of remuneration to Mr. Deepak Gupta, Managing Director in accordance with the
provisions of Schedule V as in force as recommended by the Remuneration Committee .
b) Payment of remuneration to Ms. Poonam Gupta, Whole Time Director in accordance with the
provisions of Schedule V as in force as recommended by the Remuneration Committee .
c) Mr. Ravi Gupta and Mr. Pramil Kumar Garg, being Non- Executive Directors are not entitled to
any remuneration besides sitting fees. B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014
i) There was no such employee employed throughout or a part of the financial year in receipt of
remuneration exceeding the prescribed limits i.e Rs.60 lakhs per annum.
ii) There was no such employee who received remuneration for any part of the year, at a rate
which, in the aggregate was not less than 5 lakh rupees per month.
iii) There was no such employee who was in receipt of remuneration which in aggregate is in excess
of Managing Director, Whole Time Director or Manager and hold by himself along with his
spouse and dependent children, not less than two percent of equity shares of the Company. C) Any director who is in receipt of any commission from the company and who is a Managing Director
or Whole-time Director of the Company shall receive any remuneration or commission from any
Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company
in the Board's Report.
There is no such director claiming any remuneration or commission from any holding Company or
subsidiary Company. D) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc.,
Directors i.e Mr. Deepak Gupta ( Managing Director) is given below:
SALARY Rs. 90,000/- (Rupees Ninety Thousand Only) per month
RENT FREE Rent Free Accomodationupto a Ceiling Limit of Rs. 6,00,000 p.m
ACCOMODATION
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E) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc.,
Directors i.e Ms. Poonam Gupta (Whole Time Director) is given below:
SALARY Rs. 90,000/- (Rupees Ninety Thousand Only) per month
RENT FREE Rent Free Accomodationupto a Ceiling Limit of Rs. 4,50,000 p.m
ACCOMODATION
MEDICAL Expenses incurredfor self and family subject to a ceiling of 1 month per year
REIMBURSEMENT or three months salary in a period of 3 years
CONTRIBUTION Contribution to the Provident Fund, Superannuation Fund or Annuity Fund
TO PF, ETC. as per the Rules of the Company will not be included in the computation of Ceiling on perquisites to the Extent these either singly or put together are not
taxable under the Income Tax act .
LEAVE TRAVEL For self and the family once a year in accordance with the rules of the
CONCESSION Company.
GRATUITY Gratuity payable shall not exceed half a month's salary for each completed
year of service.
LEAVE Encashment of leave at the end of the tenure/ retirement/ superannuation
ENCASHMENT as per the rules of the Company.
MISCELLENEOUS Car with driver for business purposes of the Company. Telephone at residence for Company's business. Personal long distance calls on telephone and use of car for private purposes shall be billed by the Company to the
Director (operations)
SECRETARIAL AUDIT REPORT The Board has appointed a Secretarial Auditor to conduct the Secretarial Audit for the Financial Year 2014-2015. The Secretarial Audit Report for the financial Year ended March 31, 2015 has been submitted to the company and it does not contain any qualification, reservation or adverse remark. CORPORATE GOVERNANCE CERTIFICATE The Compliance certificate from the auditors or practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report. RISK MANAGEMENT POLICY Risk Solved is a fully web enabled, secure system enabling insurers, brokers, third party administrators and
insured clients to streamline risk management. Benefits at a glance • Sophisticated reporting • Improved risk trend analysis • Centralized supplier management • Greater insight for strategically managing risk appetite Resources are harder than ever to come by; but the number of risks no less. Added to the reality of budgetary constraints is the extra burden posed by reduced headcount in risk management teams, making an already difficult job that is much harder. On the top of the external drivers bearing down on the risk function, organizations are dealing with enormous and growing amounts of risk data. Making use of that data reliably and accurately is vital.
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Remaining competitive and at the same time continually improving risk management processes and being able to prove that it is doing so adds to the seemingly insurmountable task of today's risk management imperative. REAPPOINTMENTS AND RESIGNATIONS/ APPOINTMENTS 1. At the ensuing Annual General Meeting Mr. Ravi Gupta is appointed as Director in place of Mr. Ravi
Gupta, who retires by rotation and being eligible to offer himself for re-appointment. 2. Appointment of Mr. Deepak Gupta as Managing Director w.e.f 1st November, 2014 to 31st October,
2017. 3. Appointment of Ms. Poonam Gupta as Whole Time Director w.e.f 1st November, 2014 to 31st October,
2017. DIRECTORS RESPOSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, shall state that- (a) in the preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the
company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and (e) the directors, in the case of a listed company, had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate and were operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively. INDUSTRIAL RELATIONS The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and the officers of the Company at all level. MANAGEMENT DISCUSSION AND ANALYSIS A report on Management Discussion and Analysis as required under clause 49 of the Listing Agreement, as
applicable, form the part of this report. ACKNOWLEDGEMENT Your Directors acknowledge with gratitude the co-operation received from bankers, Central and State Government Departments, Local Authorities and Customer for their continued guidance and support and also to the Shareholders, Statutory Auditors and Employees of the company for their commitment and support which has contributed to the growth and success of the company. On Behalf of the Board of Directors of
KCC SOFTWARE LIMITED
Sd/- Sd/-
Place : New Delhi DEEPAK GUPTA POONAM GUPTA
Date : 24.08.2015 Managing Director Whole-Time Director
DIN- 01033043 DIN- 02379548
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FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
as on the financial year ended on 31.03.2015
[Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of
the Company (Management & Administration) Rules, 2014]
I. REGISTRATION & OTHER DETAILS:
1. CIN L72200DL1994PLC058140
2. Registration Date 28.03.1994
3. Name of the Company KCC SOFTWARE LTD.
4. Category/Sub-category of the Company PUBLIC COMPANY/LIMITED BY SHARES
5. Address of the Registered office M-78, Connaught place, new delhi- 110 001
& contact details
6. Whether listed company Yes
7. Name, Address & contact details of Alankit Assignments Limited
the Registrar & Transfer Agent, if any. 2E/8, First Floor, Jhandewalan Extension,
New Delhi- 110 055
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10 % or more of the total turnover of the company
shall be stated)
S. No. Name and Description of NIC Code of the % to total turnover
main products / services Product/service of the company
1 Education Services 9200 100%
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
S.No Name and address CIN/GLN HOLDING/ % of Applicable
of the Company SUBSIDIARY/ shares Section
ASSOCIATE held
1 N.A.
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IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity)
i) Category-wise Share Holding Category of No. of Shares held at the beginning No. of Shares held at the end %
Shareholders of the year (As on 31.03.2014) of the year (As on 31.03.2015) Change
during
Demat Physical Total % of Demat Physical Total % of
Total Total the year
Shares Shares
A. Promoter s
(1)Indian
a) Individual/HUF 412643 1817900 2230543 38.339 412643 1817900 2230543 38.339 0
b) Central Govt.or State Govt.
c) Bodies Corporates
d) Bank/FI
e) Any other
SUB TOTAL:(A) (1) 412643 1817900 2230543 38.339 412643 1817900 2230543 38.339 0
(2)Foreign
a) NRI- Individuals
b) Other Individuals
c) Bodies Corp.
d) Banks/FI
e) Any other…
SUB TOTAL (A) (2) 412643 1817900 2230543 38.339 412643 1817900 2230543 38.339 0
Total Shareholding of Promoter 412643
1817900 2230543 38.339 412643 1817900 2230543 38.339 0
(A)= (A)(1)+(A)(2)
B. PUBLIC SHAREHOLDING
(1) Institutions
a) Mutual Funds
b) Banks/FI
c) Cenntral govt
d) State Govt.
e) Venture Capital Fund
f) Insurance Companies
g) FIIS300000 0 300000 5.156 300000 0 300000 5.156 0
h) Foreign Venture
Capital Funds
i) Others (specify)
SUB TOTAL (B)(1): 300000 0 300000 5.156 300000 0 300000 5.156 0
(2)Non Institutions
a) Bodies corporates 42200 0 42200 0.725 41500 0 41500 0.713 0.012
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders
holding nominal share
capital upto Rs.1 lakhs 2185482 877875 3063357 52.653 2188082 875975 3064057 52.665 0.012
ii) Individuals shareholders
holding nominal share
capital in excess of Rs. 1 lakhs 132100 0 132100 2.271 132100 0 132100 2.271 0
c) Others (specify)
NRI 10200 39600 49800 0.856 10200 39600 49800 0.856 0
SUB TOTAL (B)(2): 2369982 917475 3287457 56.505 2371882 915575 3287457 56.505 0
Total Public Shareholding 2669982
917475 3587457 61.661 2671882 915575 3587457 61.661
(B)= (B)(1)+(B)(2)
TOTAL (A) + (B)
C. Shares held by Custodian
for GDRs & ADRs
Grand Total (A+B+C) 3082625 2735375 5818000 100 3084525 2733475 5818000 100
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ii) Shareholding of Promoter Sl Shareholder’s Name Shareholding at the Shareholding at the %Change
No. beginning of the year end of the year in share
holding
No. of % of total % of Shares No. of % of total % of Shares
Shares Shares Pledged / Shares Shares Pledged / during
of the encumbered of the encumbered the
company to total company to total year
shares shares
1 BHARTI VERMA 14000 0.241 0 14000 0.241 0 0
2 DEEPAK GUPTA 1527775 26.259 0 1527775 26.259 0 0
3 DEEPAK GUPTA JOINTLY
WITH SHAKUNTALA GUPTA 100 0.002 0 100 0.002 0 0
4 G P GUPTA 3600 0.062 0 3600 0.062 0 0
5 JITENDER MITTAL 100 0.002 0 100 0.002 0 0
6 PARAG M SADAPHAL 100 0.002 0 100 0.002 0 0
7 POONAM MITTAL 563068 9.678 0 563068 9.678 0 0
8 SANJAY ROY 25000 0.43 0 25000 0.43 0 0
9 SHAKUNTLA GUPTA 93300 1.603 0 93300 1.603 0 0
10 UTKRISHT MITTAL 3500 0.06 0 3500 0.06 0 0
TOTAL 2230543 38.339 0 2230543 38.339 0 0
iii) Change in Promoters' Shareholding (please specify, if there is no change)
Sl Particulars Shareholding at the Cumulative Shareholding No. beginning of the year during the year
No. of % of total No. of % of total shares shares of the shares shares of the company company
At the beginning of the year - - - -
Date wise Increase / Decrease in Promoters Shareholding - - - - during the year specifying the reasons for increase / decrease
(e.g. allotment /transfer / bonus/ sweat equity etc.):
At the end of the year - - - -
iv. Shareholding Pattern of top ten Shareholders: (Other than Directors, Promoters and Holders of GDRs and
ADRs):
Sl. Name of the Top 10 Shareholding at the Cumulative Shareholding No. Shareholders beginning of the year during the year
No. of % of total No. of % of total shares shares of the shares shares of the company company
1 SANJAY KUMAR 35000 0.602 35000 0.602
2 SANJAY ROY 20000 0.344 20000 0.344
3 KAVITA RAHUL DEDHIA 19800 0.34 19800 0.34
4 VIJAYLAKSHMI BHANDARI 19000 0.327 19000 0.327
5 DARSHAN P. DESAI 14700 0.253 14700 0.253
6 BHARTI VERMA 14000 0.241 14000 0.241
7 MADANLAL JHUHARMAL JAIN 10700 0.184 10700 0.184
8 PRAVEEN H R 10500 0.18 10500 0.18
9 K H VASANTHA 10400 0.179 10400 0.179
10 GEEVARGHESE YOHANNAN 10000 0.172 10000 0.172
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v. Shareholding of Directors & KMP Sl. For Each of the Director & KMP Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of total No. of % of total shares shares of the shares shares of the
company company
1 DEEPAK GUPTA- MANAGING DIRECTOR 1527775 26.26 1527775 26.26
2 POONAM GUPTA- WHOLE TIME DIRECTOR 563068 9.68 563068 9.68
3 ANJU SHARMA- CFO 0 0 0
4 PRAKRITI WASON- COMPANY SECRETARY 0 0 0 0
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment
Deposits
Indebtness at the beginning of the financial year
i) Principal Amount 0
ii) Interest due but not paid 0
iii) Interest accrued but not due 0
Total (i+ii+iii)
Change in Indebtedness during the financial year
Additions 0
Reduction 0
Net Change 0
Indebtedness at the end of the financial year
i) Principal Amount 0
ii) Interest due but not paid 0
iii) Interest accrued but not due 0
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole time director and/or Manager:
Sl. No. Particulars of Remuneration POONAM GUPTA DEEPAK GUPTA
1 Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income Tax. 1961. 8 8
(b) Value of perquisites u/s 17(2) of the
Income tax Act, 1961
(c) Profits in lieu of salary under
section 17(3) of the Income Tax Act, 1961
2 Stock option
3 Sweat Equity
4 Commission
as % of profit
others (specify)
5 Others, please specify
Total (A) 8 8
Ceiling as per the Act 42 42
14
B. Remuneration to other directors:
Sl. No. Particulars of Remuneration
1 Independent Directors
(a) Fee for attending board committee meetings
(b) Commission
(c ) Others, please specify
Total (1)
2 Other Non Executive Directors - -
(a) Fee for attending board committee meetings - -
(b) Commission - -
(c) Others, please specify. - -
Total (2) - -
Total (B)=(1+2)
Total Managerial Remuneration
Overall Cieling as per the Act.
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Sl. No. Particulars of Remuneration Total
1 Gross Salary Company Secretary
(a) Salary as per provisions contained in
section 17(1) of the Income Tax Act, 1961. 3 3
(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961
(c) Profits in lieu of salary under section 17(3) of
the Income Tax Act, 1961 - -
2 Stock Option - -
3 Sweat Equity - -
4 Commission - -
as % of profit - -
others, specify -
5 Others, please specify - -
Total 3 3
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES
Type Section of the Brief Details of Penalty/ Authority Appeal made, Companies Description Punishment/Compounding [RD / NCLT/ if any (give Act fees imposed COURT] Details)
A. COMPANY
Penalty
Punishment
Compounding -
B. DIRECTORS
Penalty -
Punishment
Compounding -
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
15
Report on
Corporate Governance
COMPANY'S PHILOSOPHY Corporate governance is about maintaining an appropriate balance of accountability between three key players: the corporation's owners, the directors whom the owners elect, and the managers whom the directors select. Accountability requires not only good transparency, but also an effective means to take action for poor performance or bad decisions.
Corporate governance is about commitment to values and ethical business conduct. It is about how an organization is managed. This includes its corporate and other structures, its culture, policies and the manner in which it deals with various stakeholders. Accordingly, timely and accurate disclosure of information regarding the financial situation, performance, ownership and governance of the company is an important part of corporate governance. This improves public understanding of the structure, activities and policies of the organization. Consequently, the
organization is able to attract investors, and enhance the trust and confidence of the stakeholders. We believe that sound corporate governance is critical to enhance and retain investor trust. Accordingly, we always seek to ensure that we attain our performance goals with integrity. Our Board exercises its fiduciary responsibilities in the widest sense of the term. I BOARD OF DIRECTORS (A) COMPOSITION OF BOARD OF DIRECTORS
In compliance with clause 49 (1) (A) of the Listing Agreement, the Board comprises of optimum combination of both Executive and Non-Executive Directors i.e two Executive and two Non-executive directors of whom one is an independent Director. The Chairman of the Board is an Executive Director and in compliance with the said clause more than half of the Board comprises of Independent Directors. All the members of the Board are highly experienced professionals drawn from the field of business and finance.
Name of the Director Category Designation Number of Number of Chairman- Directorship ships in Committees held in other of the Board of
Companies other Companies
Mr. Deepak Gupta Executive Managing - - Director Director &
Chairman
Ms. Poonam Gupta Executive Director - Director (Operations)
Mr. Ravi Gupta NED &
Independent Director - - Director
Mr. Pramil Kumar NED & Director - - Garg Independent
Director
(B) NON- EXECUTIVE DIRECTORS COMPENSATION AND DISCLOSURES
The Company does not pay any other remuneration to them besides sitting fees. Appropriate records are maintained in respect of the payment made to them.
16
(C) BOARD MEETINGS
• During the financial year 2014-2015, the Board met Seven times in the following dates in compliance with section 173 of the Companies Act, 2013 and Clause 49 of the Listing Agreement: 1) 29th May, 2014
2) 29th July, 2014
3) 29th October, 2014
4) 1st November, 2014
5) 29th January, 2015
6) 23rd February, 2015
7) 16th March, 2015
ATTENDANCE OF EACH DIRECTOR AT BOARD MEETING AND LAST ANNUAL GENERAL MEETING
Name of the Director Number of Board Presence at the 20th AGM
Meetings Attended on 30th, September, 2014 at M-78,
Connaught Place, New Delhi- 110001
Deepak Gupta 7 Yes Ravi Gupta 7 Yes Poonam Gupta 7 Yes
Pramil Garg 7 Yes
• In accordance with Clause 49 of the Listing Agreement, the requisite information was placed
before the Board and was also made a part of the minutes of the meeting of the Board.
• All the pecuniary relationship or transaction of the Non-Executive Directors vis-a-vis the Company, if any, have been disclosed in the Financial Statements of the company for the year ended 31st March, 2015.
(D) BOARD PROCESS
It has always been a dry run on the part of the company's management that all the major decisions pertaining to the business are been handled through Board Meetings and with the approvals of the Members of the Board.
All important decisions including quarterly results of the company, financial restructuring, capital expenditure proposals, collaboration, material investment proposals in promoted companies, sale and acquisition of material nature of assets, mortgages, guarantees, donations etc are regularly placed before the Board.
(E) CODE OF CONDUCT
A revised model of Code of Conduct has been approved and adopted by the board, to maintain highest standards of Corporate Governance.
Pursuant to Clause 49 of the Listing Agreement, the Board Members and Senior Management Executives of the company have confirmed compliance with the Code of Conduct for the period ended 31st March, 2015. The CEO of the Company asserts the compliances of the Code of Conduct of the Company.
SEBI (Prohibition of Insider Trading) Amendment Regulation 2011 has been confirmed. The compliances of the Code of Conduct for prevention of Insider Trading are strictly adhered to; CEO of the Company has also pronounced the compliance of the Board Members and Senior Management Executives.
(F) CEO & CFO CERTIFICATION
CERTIFICATE BY THE CHIEF EXECUTIVE OFFICER (CEO) & CHIEF FINANCAL OFFICER (CFO).
We, Deepak Gupta and Anju Sharma, Acting as C.E.O.& MD and CFO of the company, hereby certify and affirm that as on & upto the date of this certificate, there has been due compliance of Accounting
17
Standards and other related functions as laid down by the company, under Clause 49 V of the Listing Agreement, honest and ethically.
We heading & discharging the finance function hereby certify to the Board that:
(a) We have reviewed financial statements and the cash flow statement for the year and that to the
best of my knowledge and belief: (i) these statements do not contain any materially untrue statements or might fact or contain
statements that might be misleading; (ii) these statements together present a true and fair view of the company's affairs and are in
compliance with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of my knowledge and belief, no transactions entered into by the company
during the year which are fraudulent, illegal or violative of the company's code of conduct.
(c) We accept responsibility for establishing and maintaining internal controls and that I have evaluated
the effectiveness of the internal control system of the company and have disclosed to the Auditors and
the Audit committee, deficiencies in the design or operation of internal controls, if any, of which were
aware and the steps I have taken or proposed to take to rectify these deficiencies.
(d) We have indicated to the Auditors and the Audit committee:
(i) Significant change in internal controls over financial reporting during the year;
(ii) Significant changes in accounting policies during the year and that the same have been
disclosed in the notes to the financial statements; and (iii) Instances of significant fraud of which they have become aware and the involvement
therein, if any, of the management or an employee having a significant role in the
company's internal control system over financial reporting.
This certificate is given by the undersigned & full reliance can be placed for what has been stated above.
Sd/- Sd/- DEEPAK GUPTA ANJU SHARMA
CEO/MD CFO
II DIRECTORS' COMMITTEES
In compliance with clause 49 of the Listing Agreement, the Board has constituted the following committees:
• Audit committee
• Shareholder Investor Grievance Committee
• Remuneration Committee
AUDIT COMMITTEE
(A) COMPOSITION OF AUDIT COMMITTEE
The Committee comprises of two Non-Executive Directors of whom both are Independent Directors. The Chairman of the Committee is an independent Director. All the members are well versed with Accounting and Financial Knowledge
Name of the Member Category Designation
Mr. Ravi Gupta Non Executive & Independent Director Chairman
Ms. Poonam Gupta Executive Director Member
Mr. Pramil Kumar Garg Non Executive & Independent Director Member
18
(B) AUDIT COMMITTEE MEETINGS
During the financial year 2014-2015, the Committee met five times on the following dates: 1) 29th May, 2014 2) 29th, July, 2014 3) 29th, October, 2014 4) 29th January, 2015 5) 23rd February, 2015
ATTENDENCE OF EACH MEMBER AT THE AUDIT COMMITTEE MEETING HELD DURING
THE YEAR 2014-2015
Name of the Member Number of Meetings Attended
Mr. Ravi Gupta 5
Ms. Poonam Gupta 5
Mr. Pramil Kumar Garg 5
The Chairman, Mr. Ravi Gupta having the requisite qualification as required under Clause 49 (II) of
the Listing Agreement attended the last AGM to answer the queries of shareholders. PRIMARY OBJECTIVES AND POWERS OF THE AUDIT COMMITTEE The Role and Powers of the Audit Committee are as per provisions of Clause 49 of the Listing Agreement
and under section 177 of the Companies Act, 2013 and guidelines set out in the listing Agreement. (C) BRIEF DESCRIPTION OF THE TERMS OF REFERENCE
The terms of references of the Audit Committee includes recommending the appointment, re-
Appointment and , if required , the replacement or removal of the Statutory Auditor's and the fixation of audit fees, approval of payment to Statutory Auditors for any services rendered by
the Statutory Auditors, review of Quarterly, half yearly and yearly financial statements, review
of financial and risk management policies of the Company, review of adequacy of Internal
Control Systems, review of Annual Budget and Variance Reports, review of Audit Reports
including Internal Audit reports and review of Management Discussion and analysis of Financial conditions and result of operations.
(D) REVIEW OF INFORMATION BY AUDIT COMMITTEE
The Audit Committee shall mandatory review the following information:
• Management Discussion and Analysis of Financial condition and results of operations.
• Management letters/ letter of internal control weaknesses issued by the internal Auditors.
• Internal Audit Reports relating to internal control weaknesses, and
• The appointment, removal and terms of remuneration of the chief Internal Auditor shall be
subject to review by the Audit Committee. (E) SHAREHOLDER & INVESTOR GRIEVANCE COMMITTEE
The scope of the Shareholders' Grievances Committee is to review and address the grievances of
the Members in respect of share transfers, transmission, dematerialization and rematerialization
of shares and other share related activities. During the year 3meetingsof the Committee were
held i.e 11th July, 2014, 10th October, 2014, 10th January, 2015.
19
COMPOSITION OF COMMITTEE Mr. Pramil Kumar Garg, Non-Executive Director is the Chairman of the Committee along with Ms.
Poonam Gupta and Mr. Ravi Gupta who acts as the Members of the committee. :
Name of the Member Category Designation
Mr. Pramil Kumar Garg Non Executive & Independent Director Chairman & Member
Mr. Ravi Gupta Non Executive & Independent Director Member
Ms. Poonam Gupta Executive Director Member
DETAILS OF QUERIES/ COMPLAINTS RECEIVED AND SOLVED DURING THE FINANCIAL
YEAR 2014-2015
Name of Queries/ complaints Received Solved Pending
(No.’s) (No.’s) (No.’s)
Non- receipt of Share Certificates Nil Nil Nil
Number of request for change of address Nil Nil Nil
Number of request for Transfer Nil Nil Nil
Issue of Duplicate Share Certificates Nil Nil Nil
Non receipt of Dividend Warrants Nil Nil Nil
Revalidation of Dividend Warrants Nil Nil Nil
Non-receipt of Annual Report Nil Nil Nil
Total Nil Nil Nil
BRIEF DESCRIPTION OF TERMS OF REFERENCE
The committee looks after the following matters:
• Redressal of shareholder and investor's complaints, etc. relating to transfer of shares, non-receipt
of annual report, non-receipt of declared dividends, etc.
• The Number of shareholders complaints received during the year was nil and complaints
pending was nil.
• The Company addresses all complaints, suggestions and grievances expeditiously and sent/
issues resolved usually within 15 days.
(F) REMUNERATION COMMITTEE
(I) COMPOSITION OF COMMITTEE
The committee comprises of two independent directors, the
Name of Member Category Designation
Mr. Ravi Gupta Non Executive Chairman
& Independent Director
Ms. Poonam Gupta Executive Director Member
Mr. Pramil Kumar Garg Non Executive & Member
Independent Director
20
One meeting was held during the year 2014-2015 on 31st October, 2014 regarding the revision of the remuneration of Managerial Personnel of the Company i.e Mr. Deepak gupta (Managing Director)and Ms. Poonam Gupta (Whole Time Director)
(II) TERMS OF REFERENCE
The Committee looks after the following matters:
• To determine the company's policy on and approve the remuneration packages for
Executive Directors and their relatives working in the Company including pension
rights and compensation payment.
• To approve the remuneration payable to the managerial personnel under the companies
Act, 1956, taking into account the financial position of the company, trend in the industry,
the appointee's qualification, experience, past remuneration and performance.
(III) REMUNERATION COMMITTEE POLICY
The Remuneration Policy as outlined by the committee aims at:-
• Recognizing and rewarding performance and achievements
• Motivating and including the concerned executives to put in their best.
Details of the Remuneration paid to the Directors during the year under review are given below:
Name Of the Director Salary (Rs in lakhs )
Mr. Deepak Gupta 8.0
Mr. Ravi Gupta NIL
Ms. Poonam Gupta 8.0
Mr. Pramil Kumar Garg NIL
(IV) DISCLOSURES
(A) Disclosures of Accounting Treatment: All the financial statements made are as per the
Accounting Standards, given by the Institute of Chartered Accountants of India (ICAI). The
financial statements present true and fair view of underlying business transactions.
(B) Board Disclosure- Risk Management: The Company has laid down the various procedures
to inform Board members about the risk involved in the business, its assessment and also
its minimization. These procedures are been periodically reviewed and ensures that
management controls risk through properly defined framework
(C) Related party transactions- The Company do not have any related Party Transaction, which
may have potential conflict with the interest of the Company at large.
(D) Details of compliance with mandatory requirement and adoption of the non- mandatory
requirement of Clause 49 of the Listing Agreement: TheCompany has stringently complied
with all the mandatory requirements of this clause & the non- mandatory requirement
were followed to the extent possible. (I) MANAGEMENT DISCUSSION AND ANALYSIS.
A report on Management discussion analysis is enclosed herewith separately.
21
(J) GENERAL SHAREHOLDERS INFORMATION
(A) ANNUAL GENERAL MEETING
AGM Year Day & Date Time Venue
21st AGM 2015 30th September, 10.30 M-78, Connaught Place,
2015 A.M New Delhi- 110001
(B) DETAILS OF LAST THREE ANNUAL GENERAL MEETINGS
AGM Year Day & Date Time Venue
20th Annual 2014 30th September , 11.30 M-78, CONNAUGHT PLACE,
General Meeting 2014 A.M NEW DELHI- 110001
19th Annual 2013 30th September, 10.30 M-78, CONNAUGHT PLACE,
General Meeting 2013 A.M NEW DELHI- 110001
18th Annual 2012 28th September, 10.30 E-79, 2ND FLOOR, SOUTH
General Meeting 2012 A.M EXT.1, NEW DELHI-110049
(C) SPECIAL RESOLUTION PASSED IN PREVIOUS THREE ANNUAL GENERAL
MEETINGS There has been no special resolution passed in the previous three Annual General Meetings.
(D) POSTAL BALLOT
There has been no resolution passed through Postal Ballot during the year 1st April 2014 to
31st March 2015.
(K) FINANCIAL CALANDER
The Company follows financial year from 1st April to 31st March each year.
(L) MEANS OF COMMUNICATION
QUARTERLY RESULTS
Quarterly Results along with the notes are normally published in Pioneer and Veer Arjun and
also informed to all Stock Exchanges where the shares of the Company are listed.
The results have also been updated on the Company's website.
(A) DATE OF BOOK CLOSURE
The Books shall be closed from (Wednesday) 28th September, 2015 to (Friday) 30th
September, 2015 (both days inclusive).
(B) DIVIDEND PAYMENT DATE
The company has not declared dividends for the financial year ending 31st March, 2014.
(C) LISTING ON STOCK EXCHANGES
The company's shares were listed on the Delhi Stock Exchange Association Limited and the
Ahmedabad Stock exchange. The company has paid the Annual Listing Fees to Both the
Stock Exchanges up to the year 2014-2015.
22
(D ) CONNECTIVITY WITH THE DEPOSITORIES
NSDL
CDSL
ISIN NO. for NSDL/CDSL- INE983A01019 (E) MARKET PRICE DATA
There was nil trading of shares of the Company in Delhi Stock Exchange and Ahmadabad
Stock exchange from 1st April 2014 to 31st March, 2015. (F) REGISTRAR AND TRANSFER AGENT
Share transfer work in physical as well as demat mode is done by the company's Registrar
and Transfer Agent : Alankit Assignments Limited Alankit House 2E/21, Jhandewalan Extension
New Delhi- 110055 Web: www.alankit.com
CATEGORIES OF SHAREHOLDERS AS ON 31ST MARCH, 2015
Shareholder's Category Percentage
of Holding
Promoters', Relatives and Associates 38.339
Bodies Corporate (Domestic) 0.713
Financial Institutions 0.00
Mutual Funds 0.00
Foreign Institutional Investors 5.156
Non-Resident Indians & overseas Corporate Bodies 0.856
Resident Individuals 54.936
Any Other (Clearing House, Clearing 0.00
Member, Trust, unclaimed)
Total 100.00 (G) DEMATERIALIZATION OF SHARES AND LIQUIDITY
The Company has entered into Tripatriate Agreement with National Securities Depository
Limited (NSDL) as well as Central Depository Services (India) Limited (CDSL) to facilitate
dematerialization of shares. (H) OUTSTANDING ADRs/GDRs/ WARRENTS/ ANY CONVERTIBLE INSTRUMENTS
WHICH HAVE LIKELY IMPACT ON EQUITY
Not Applicable (I) PLANT LOCATION
Not Applicable
23
(J) INVESTOR QUERY/ ADRESS FOR CORRESPONDENCE
Shareholders correspondence should be addressed to our Registrar and Share Transfer
agents at the Address mentioned above. Shareholders may also contact Company Secretary
and Compliance Officer at the corporate office of the Company.
BRIEF RESUME OF THE DIRECTORS PROPOSED TO BE RE-APPOINTED:
• RAVI GUPTA
Date of Birth 9th May, 1963
Qualification B.Com (Hons), LLB Over 25 years of rich
experience in Legal profession
OTHER DIRECTORSHIPS
S.No. Name of the Company Position
Nil
COMMITTEE CHAIRMANSHIP/ MEMBERSHIP IN OTHER COMPANIES
S.No. Name of the Company Committee Position
Nil
24
Auditor's Certificate
on Corporate Governance
To The Board of Directors KCC SOFTWARE LTD. M-78, Connaught Place, New Delhi- 110 001
Re: Auditor's Certificate on Corporate Governance
We have examined the compliance of conditions of corporate governance by KCC Software ltd. for the year
ended on March 31, 2015, as stipulated in clause 49 of the Listing Agreement of the said Company with
stock exchanges.
The compliance of conditions of corporate governance is the responsibility of the management. Our
examination was limited to procedures and implementation thereof, adopted by the Company for ensuring
the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of
opinion on the financial statements of the Company. In our opinion and to the best of our information and
according to the explanations given to us, we certify that the Company has complied with the conditions of
Corporate Governance as stipulated in the above mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor
the efficiency or effectiveness with which the management has conducted the affairs of the Company.
For KAILASH SUSHIL & ASSOCIATES Chartered Accountants
(Neha Gupta) Partner Membership No.: 526216
Place : New Delhi
Dated : August 24, 2015
25
Management Discussion
and Analysis Report
1. INDUSTRY STRUCTURE AND DEVELOPMENTS
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR
The Company is engaged in the activities like Instructor-Lead Online Training, Distance Learning,
Soft-Skills and Employee Ability Enhancement, Software development and IT Consulting.
INSTRUCTOR- LEAD ONLINE TRAINING
We provide instructor lead online tutorials for learning at the convenience of learners. There is
flexibility in learning and real time access as students have the freedom to learn whenever they are
comfortable and the instructors update the lessons over the network instantly. Also, our learning
management system helps students to grasp things faster and retain it longer.
Extensive study material and expert instructors are provided. The quality material with the liberal use
of videos and images makes learning fun and exciting. Moreover, with the benefit of learning at any
time, from anywhere, help reduce carbon footprint. We are offering Instructor- Lead Online training
courses in Big Data and Hadoop, Python Programming, Mongo DB and Big Data Analytics.
DISTANCE LEARNING
KCC SOFTWARE LTD. has been the collaborator for various state run and deemed universities like
ChaudharyCharan Singh University, Meerut, AcharyaNarendra Deva University of Agriculture and
Technology, Faizabad, SardarValabhBhai Patel University of Agriculture and Technology,
Modipuram, Punjabi University- Patiala and IASE Deemed University, Rajasthan for Distance
Learning Programmes. The Company has been a pioneer in the delivery of higher and technical
courses through distance education mode.
SOFT-SKILLS AND EMPLOYEE ABILITY ENHANCEMENT
Soft skills and employee ability enhancement courses are offered by the company. Soft skills are
personal characteristics that relate to a person's capability to interact effectively with others. We offer
complete soft skills, training designed to support students effectively in the GDPI and the entire
selection process. Subject experts provide the valuable inter-personal and organizational skills,
enabling students to avoid costly miscommunication errors and wrong statements. Our training gives
the skill that is required to communicate effectively under a variety of different circumstances.
SOFTWARE DEVELOPMENT AND IT CONSULTING
KCC offers a plethora of services in the following technology in India:
• Open Source Technologies and platforms
• Microsoft Technologies
• Systems Programming and
• Enterprise Tools
26
With a dedicated team of quality system programmers and software developers backed up with our
quality processes, we serve as Partner Company for both Software Product Companies (ISVs) and
Software Service Companies in addition to IT Departments of end clients. II. OPPORTUNITIES AND THREATS.
SWOT ANALYSIS
Strengths:
- Acknowledged leadership, application services and Analytics Solutions (governance, risk and
compliance, customer insight) and process outsourcing.
- High quality manpower resources
- To provide a certification programs. This training will be accessible via the web and mobile
devices so that client employees can take the training at their own convenience.
- Highly-skilled faculty.
- Has a strong ethos of openness, sharing and commitment to increasing parental confidence
Weaknesses:
- Exposure to various economies
- Local resources in new markets.
- training will be impacted by the business development schedules of several clients.
Opportunities:
- Operate data processing and service bureau centers in India and Abroad.
- Offer consultancy, advisory and all related services in all areas of communication
telecommunication, manufacturing and process control and automation, artificial intelligence.
- Active volunteer committee willing to plan and organise events
Threats:
- Economic slow down
- Potential delays in decisions due to economic uncertainties
- Confidentiality is at risk. III. IT INDUSTRY OUTLOOK
Despite of the challenging economic environment we continue to live our passion and work towards
making business impact simpler, accessible and beneficial to all. Today the opportunities are greater
than ever before and we continue to be motivated and get encouraged by the relentless hard work of
our people, our business associates, our shareholders, our customers all over the world, and all those
who unite with us in realizing our dream of transforming the Future with our solutions.
KCC believes in creating high levels of engagement and commitment. It builds a culture to ensure
lasting relationships and creates value for all stakeholders. It has implemented reward and recognition
programs to strengthen both values and results. At KCC every individual is considered significant and
all employees are encouraged to produce extraordinary results.
Indian Education industry will do "exceedingly well" in 2015-16. The industry body expects to meet its
earlier projected estimate of 11-14 percent growth in the country's software exports in the current
financial year at the lower-end.
27
IV. RISKS AND CONCERNS.
Risk Solved is a fully web enabled, secure system enabling insurers, brokers, third party
administrators and insured clients to streamline risk management.
Benefits at a glance
• Sophisticated reporting
• Improved risk trend analysis
• Centralized supplier management
• Greater insight for strategically managing risk appetite
Resources are harder than ever to come by; but the number of risks no less. Added to the reality of
budgetary constraints is the extra burden posed by reduced headcount in risk management teams,
making an already difficult job that is much harder. On the top of the external drivers bearing down
on the risk function, organizations are dealing with enormous and growing amounts of risk data.
Making use of that data reliably and accurately is vital.
Remaining competitive and at the same time continually improving risk management processes and
being able to prove that it is doing so adds to the seemingly insurmountable task of today's risk
management imperative. V. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY.
The philosophy we have with regard to internal control systems and their adequacy has been
formulation of effective systems and their strict implementation to ensure that assets and interests of
the Company are safeguarded; checks and balances are in place to determine the accuracy and
reliability of accounting data.
The Company has a strong reporting system, which evaluates and forewarns the management on issues
related to compliance. The performance of the Company is regularly viewed by the Board of Directors to
ensure that it is in keeping with the overall corporate policy and in line with pre-set objectives.
The Company updates its internal control systems from time to time, enabling it to monitor employee
adherence to internal procedures and external regulatory guidelines.
The internal audit, an independent appraisal function to examine and evaluate the adequacy and
effectiveness of the internal control system, appraises periodically about activities and audit findings
to the Audit Committee.
The Audit Committee was constituted to the Board of Directors and it consists of independent
directors. The committee also holds discussions with statutory auditors, internal auditors and the
Management on matters pertaining to internal controls, auditing and financial reporting. VI. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT,
INCLUDING NUMBER OF PEOPLE EMPLOYEED.
The relations with the employees remained cordial during the year.
CAUTIONARY NOTE
The statements in the Directors' and Management Discussion and Analysis Report describing the
Company's projections, estimates, expectations or predictions may be forward looking statements
within the meaning of applicable securities laws and regulations. Actual results could differ materially
from those expressed or implied since the Company's operations are influenced by many external and
internal factors beyond the control of the Company.
28
Independent
Auditors’ Report
To the Members of KCC SOFTWARE LIMITED. Report On the Financial Statement We have audited the accompanying financial statements of KCC SOFTWARE LIMITED which comprise the
Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, and Cash Flow Statement for the year
then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements The Company's Board of Directors is responsible for the matters in section 134(5) of the Companies Act,
2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of
the financial position, financial performance and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also
includes the maintenance of adequate accounting records in accordance with the provision of the Act for
safeguarding of the assets of the Company and for preventing and detecting the frauds and other
irregularities; selection and application of appropriate accounting policies; making judgments and estimates
that are reasonable and prudent; and design, implementation and maintenance of internal financial control,
that were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial statements that give a true and fair view and
are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters
which are required to be included in the audit report under the provisions of the Act and the Rules made
thereunder. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of
the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgment, including the assessment of the risks
of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, we considers internal financial control relevant to the Company's preparation of the financial
statements that give true and fair view in order to design audit procedures that are appropriate in the
circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of the accounting estimates made by Company's Directors, as well as evaluating the overall
presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion on the financial statements.
29
Opinion In our opinion and to the best of our information and according to the explanations given to us, the
aforesaid financial statements, give the information required by the Act in the manner so required and give
a true and fair view in conformity with the accounting principles generally accepted in India; a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2015; b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central
Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the Annexure, a
statement on matters specified in paragraph 3 and 4 of the order. 2. As required by section 143(3) of the Act, we report that:
1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the
Central Government of India in terms of sub-section (11) of Section 143 of the Act, we give in the
Annexure, a statement on matters specified in paragraph 3 and 4 of the order.
2. As required by section 143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit
b) In our opinion proper books of account as required by law have been kept by the Company
so far as appears from our examination of those books.
c) the Balance Sheet, the Statement of Profit and Loss and Cash Flow Statement dealt with by
this Report are in agreement with the books of account.
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
e) There is nothing to disclose which is having adverse effect on the functioning of the company.
f) On the basis of written representations received from the directors as on 31 March, 2015,
taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.
For KAILASH SUSHIL & ASSOCIATES Chartered Accountants Firm Registration No.003952N
Neha Gupta Partner M. No. 526216 Place: New Delhi Date: 24.08.2015
30
ANNEXURE OF THE AUDITORS REPORT The Annexure referred to in our report to the members of KCC SOFTWARE LIMITED for the year ended
31st March, 2015. On the basis of the information and explanation given to us during the course of our audit, we report that:
1. (a) The company has maintained proper records showing full particulars including quantitative
details and situation of its fixed assets.
(b) As explained to us, fixed assets have been physically verified by the management at reasonable
intervals; no material discrepancies were noticed on such verification. In our opinion and
according to the information and explanations given to us, no fixed asset has been disposed of
during the year and therefore does not affect the going concern assumption. 2. (a) The Company is not having any inventory. Accordingly, the provisions of clause 2 of the CARO,
2003 are not applicable to the company. 3. According to the information and explanations given to us and on the basis of our examination of the books
of account, the Company has not granted any loans, secured or unsecured, to companies, firms or other
parties listed in the register maintained under Section 189 of the Companies Act. Thus sub clauses
(a) & (b) are not applicable to the company. 4. In our opinion and according to the information and explanations given to us, there is generally an
adequate internal control procedure commensurate with the size of the company and the nature of its
business, for the purchase of inventories & fixed assets and payment for expenses & for sale of goods.
During the course of our audit, no major instance of continuing failure to correct any weaknesses in
the internal controls has been noticed. 5. In our opinion and according to the information and explanations given to us company hasn't
accepted any deposits, from the directives issued by the Reserve Bank of India and as per the
provisions of sections 73 to 76 or any other relevant provisions of the Companies Act 6. As per information & explanation given by the management, maintenance of cost records has not been
prescribed by the Central Government under clause (d) of sub-section (1) of section 148 of the Act. 7. (a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor
Education and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service
Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have
generally been regularly deposited with the appropriate authorities. According to the information and
explanations given to us there were no outstanding statutory dues as on 31st of March, 2015 for a
period of more than six months from the date they became payable.
(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.
(c) According to information & explanations given to us investor education & protection fund is not
applicable to the company.
8. The Company does not have any accumulated loss and has not incurred cash loss during the financial
year covered by our audit and in the immediately preceding financial year.
31
9. Based on our audit procedures and on the information and explanations given by the management,
we are of the opinion that, the Company has not defaulted in repayment of dues to a financial
institution, bank or debenture holders. 10. According to the information and explanations given to us, the Company has not given any
guarantees for loan taken by others from a bank or financial institution. 11. In our opinion Terms Loans were applied for the purpose for which loans were obtained 12. Based on the audit procedures performed and the information and explanations given to us, we report
that no fraud on or by the Company has been noticed or reported during the year, nor have we been
informed of such case by the management.
For KAILASH SUSHIL & ASSOCIATES Chartered Accountants Firm Registration No.003952N
Neha Gupta Partner M. No. 526216 Place: New Delhi Date: 24.08.2015
32
Balance AS ON 31ST MARCH, 2015
Sheet
Particulars Note Amount (in Rs.) Amount (in Rs.) No. 31.03.2015 31.03.2014 I EQUITY AND LIABILITIES
1 Shareholders' Funds a Share Capital 2 58180000.00 58180000.00
b Reserve and Surplus 3 99622025.95 93434277.15
2 Share Application Money Pending Allotment 0.00 0.00
3 Non-Current Liabilities
a Long Term Borrowings 4 1598900.00 950000.00
b Deffered tax Liabilities (net) 5 916450.00 1280380.00
c Other Long Term Liabilities 6 5770000.00 4210000.00
d Long term provisions 0.00 0.00
4 Current Liabilities
a Short term borrowings 7 0.00 19763.67
b Trade Payables 8 281982.00 13555606.24
c Other Current Liabilities 0.00 0.00
d Short term provisions 9 1341363.00 754914.00
Total
167710720.95 172384941.06
II ASSETS 1 Non Current Assets
a Fixed Assets 10
(i) Tangible Assets 74226427.20 73353313.94
(ii) Intangible Assets 0.00 0.00
(iii) Capital work in progress 0.00 0.00
(iv) Intangible assets under development 0.00 0.00
b Deffered Tax Assets (net) 0.00 0.00
c Long term Loans and Advances 11 17755825.72 18045654.00
d Other Non-Current Assets 12 302600.00 302600.00
2 Current Assets
a Inventories 0.00 0.00
b Trade Receivables 13 20406694.13 29847690.22
c Cash and Cash Equivalents 14 50978992.95 47275946.95
d Other Current Assets 15 4040180.95 3559735.95
Total
0.00
0.00
167710720.95 172384941.06
Significant Accounting Policies 1
This is the Balance Sheet refer to in our report of even date The above notes form an integral part of
for Kailash Sushil & Associates Balance Sheet
Chartered Accountants
For & on behalf of the Board
FRN No. 003952N
Neha Gupta Poonam Gupta Deepak Gupta Prakriti Wason
Partner Whole Time Director Managing Director Company Secretary
Membership No. 526216 DIN No. : 02379548 Din No. : 01033043 PAN : ADAPW9443J
Place : Delhi
Anju Sharma
Date : 24.08.2015 CFO
PAN : FQTPS8388M
33
Profit & FOR THE YEAR ENDING 31ST MARCH, 2015
Loss Account
Particulars Note No. Amount (in Rs.) Amount (in Rs.)
31.03.2015 31.03.2014
I Revenue from Operations 16 5563785.00 11000000.00
II Other Income 17 18851680.66 15841027.66
III Total Revenue (I+II)
24415465.66 26841027.66
IV Expenses:
0.00
0.00
Cost of Materials consumed
Changes in Inventories:
0.00 0.00
Work-in-Progress
Finished Goods 18
0.00 0.00
Employees benefit Expenses 4216563.00 1915187.00
Finiance Costs 19 43520.28 69606.55
Depreciation and 10
3607944.56
2002407.00
amortization expenses
Other Expenses 20 9352653.02 11533575.12
Total Expenses
17220680.86 15520775.67
V Profit before exceptional and
7194784.80 11320251.99
extraordinary items and tax (III-IV)
VI Exceptional Items 0.00 0.00
VII Profit before extraordinary
7194784.80 11320251.99
Items and Tax (V-VI)
VIII Extraordinary Items 0.00 0.00
IX Profit Before Tax (VII - VIII) 7194784.80 11320251.99
X Tax Expenses
1370966.00
2264928.00
(i) Current Tax
(ii) Deferred Tax -363930.00 281122.00
(iii) Earlier Year Tax 0.00
1007036.00
0.00
(iv) Fringe Benefit Tax 0.00 0.00 2546050.00
XI Profit for the period from
6187748.80
8774201.99
continuing operations (IX-X)
XII Profit from Discontinuing operations 0.00 0.00
XIII Tax expenses of discontinuing operation 0.00 0.00
XIV Profit from Discontinuing
0.00
0.00
Operations (after Tax (XII - XIII)
XV Profit(loss) for the period (XI + XIV) 6187748.80 8774201.99
XVI Earning Per Equity Share
(i) Basic 1.06 1.51
(ii) Diluted 1.06 1.51
This is the Profit & Loss Account refer to in our report of even date The above notes form an integral
for Kailash Sushil & Associates part of Profit & Loss Account
Chartered Accountants
For & on behalf of the Board
FRN No. 003952N
Neha Gupta Poonam Gupta Deepak Gupta Prakriti Wason
Partner Whole Time Director Managing Director Company Secretary
Membership No. 526216 DIN No. : 02379548 Din No. : 01033043 PAN : ADAPW9443J
Place : Delhi
Anju Sharma
Date : 24.08.2015 CFO
PAN : FQTPS8388M
34
Cash Flow
Statement
FOR THE YEAR ENDING 31ST MARCH, 2015
31st March, 2015
Amount (in Rs.)
31st March, 2014
A. Cash Flow from Operating Activities
7,194,784.80
11,320,251.99
Net Profit before tax & extraordinary items
Add: Adjustment for
Depreciation 3,607,945
3,607,945
2,002,407
2,002,407
Operating Profit before Working 10,802,729 13,322,659
Capital Changes
Increase/ decrease in Trade &
8,960,551
(7,344,510)
Other Receivable
Increase/ Decrease in Loans & Advances - -
Loss on Sale of Fixed Assets 57,540 -
Increase/ decrease in Current Liabilities (11,510,869) (2,492,778) (1,359,793) (8,704,303)
Cash generated from operations 8,309,951 4,618,356
Taxes Paid 1,007,036 1,007,036 2,546,050 2,546,050
Cash Flow before extrordinary items 7,302,915 2,072,306
Extraordinary items - -
Net Cash flow from Operating Activities 7,302,915 2,072,306
B. Cash Flow from Investing Activities Purchase of fixed Assets (5,148,598) (6,575,573)
Sales of Fixed Assets 610,000 -
Loans & Advances Return 289,828 46,602,093
(4,248,769) 40,026,520
Net Cash used in Investing Activities (4,248,769) 40,026,520
C. Cash Flow from Financing Activities 648,900 (393,225)
Net Increase in Cash & Cash equivalents (A+B+C) 3,703,046 41,705,601
Opening Balance of Cash & Cash equivalents 47,275,947 5,570,346
Closing Balance of Cash & Cash equivalents 50,978,993 47,275,947This is the Cash Flow Statement refer to in our report of even date The above notes form an integral
for Kailash Sushil & Associates part of Cash Flow Statement
Chartered Accountants
For & on behalf of the Board
FRN No. 003952N
Neha Gupta Poonam Gupta Deepak Gupta Prakriti Wason
Partner Whole Time Director Managing Director Company Secretary
Membership No. 526216 DIN No. : 02379548 Din No. : 01033043 PAN : ADAPW9443J
Place : Delhi
Anju Sharma
Date : 24.08.2015 CFO
PAN : FQTPS8388M
35
Notes to Financial
Statements FOR THE YEAR ENDING 31ST MARCH, 2015
1. Significant accounting policies
(i) Basis for preparation of Financial Statements
The financial statements which have been prepared under the historical cost convention on the
accrual basis of accounting, are in accordance with the applicable requirements of the Companies
Act, 1956 (the ‘Act’) and comply in all material aspects with the Accounting Standards
prescribed by the Central Government, in accordance with the Companies (Accounting
Standards) Rules, 2006 as adopted consistently by the company, to the extent applicable.
The presentation of financial statements in conformity with GAAP requires management of the
Company to make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Although these estimates are based on management’s best
knowledge of current events and actions the company may undertake in future, actual results
ultimately may differ from the estimates.
(ii) Revenue recognition
The Company derives its revenue from the Professional Income, Rental Income and Interest
Income. The revenue from its operations is recorded on accrual basis.
(iii) Expenditure
Expenses are accounted for on accrual basis and provisions are made for all known losses and
liabilities.
(iv) Fixed assets/ Depreciation & Amortization
Fixed assets are stated at cost less accumulated depreciation and impairment loss, if any. Costs
include all expenses incurred to bring the assets to its present location and condition for its
intended use.
Depreciation on other tangible fixed assets is provided at the Straight method at the rates and in
the manner prescribed in Schedule XIV to the Companies Act, 1956. Depreciation on addition to
fixed assets is provided on pro-rata basis from the date the assets are put to use. Depreciation on
sale / deduction from fixed assets is provided for up to the date of sale, deduction, discardment
as the case may be. No Depreciation has been charged on Land and Building thereto as the same
is treated as non-business asset and given on rent. ““"
Assets costing less than Rs. 5,000 are fully depreciated in the year of purchase except in case of
deployment as project assets (if any)
(v) Employee benefits
(a) Short term employee benefits
Short term employee benefits are recognized in the period during which the services have
been rendered. No provision for gratuity is made as Gratuity Act is not applicable
(vi) Provision for tax
Tax expense for the year comprises current and deferred is included in determining the net profit
for the year.
36
Provision for current tax is based on the tax liabilities computed in accordance with the
provisions of the Income Tax Act, 1961.
Deferred Tax expense or benefit is recognized on timing Difference between accounting and
taxable income that originates in one year and are capable of reversal in one or more subsequent
period. Deferred tax assets and liabilities are measured using the tax rates and laws that are
enacted or substantively enacted by the balance sheet date.
The deferred tax Liability is recognized subject to principle of prudence and conservatism and
carried forward only to the extent that there is a virtual certainty that sufficient future taxable
income will be available against which such deferred tax asset will be realized.
(vii) Provision, Contingent Liabilities and Contingent Assets
Provisions involving substantial degree of estimation in measurement are recognized when there
is a present obligation as a result of past events and it is probable that there will be an outflow of
resources. Contingent Liabilities are not recognized but are disclosed in the notes. Contingent
Assets are neither recognized nor disclosed in the financial statements.
(viii) Earning per share
Basic Earnings per share are calculated by dividing the net profit or loss for the year attributable
to equity shareholders after tax (and including post tax effect of any extra-ordinary item) by the
weighted average number of equity shares outstanding during the year. The weighted average
number of equity shares outstanding during the period, are adjusted for events of bonus issue to
existing shareholders.
For the purpose of calculating diluted earning per share, the net profits or loss attributable to
equity shareholders and the weighted average number of shares outstanding are adjusted for the
effects of all dilutive potential equity shares, if any.
(ix) Cash Flow Statement
Cash flows are reported using the indirect method, whereby net profits before tax is adjusted for
the effect of transaction of non-cash nature and any deferrals or accruals of past or future cash
receipts or payments. The cash flows from regular revenue generating, investing and financing
activities are segregated.
(x) Previous year figures have been regrouped, rearranged or reclassified wherever necessary to make
them comparable with current year's figures.
for Kailash Sushil & Associates
Chartered Accountants
For & on behalf of the Board
FRN No. 003952N
Neha Gupta Poonam Gupta Deepak Gupta Prakriti Wason
Partner Whole Time Director Managing Director Company Secretary
Membership No. 526216 DIN No. : 02379548 Din No. : 01033043 PAN : ADAPW9443J
Place : Delhi
Anju Sharma
Date : 24.08.2015 CFO
PAN : FQTPS8388M
37
Notes to Financial
Statements FOR THE YEAR ENDING 31ST MARCH, 2015 NOTE NO. 2 - SHARE CAPITAL 1. Share Capital
As at 31 March 2015 As at 31 March 2015
SHARE CAPITAL
Number Amount Number Amount
Authorised Capital
Equity Shares of Rs. 10/- each 6500000 65000000.00 6500000 65000000.00
Issued Subscribed and paid up
Equity Shares of Rs. 10/- each fully paid up 5818000 58180000.00 5818000 58180000.00
Total 5818000 58180000.00 5818000 58180000.00
The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of
equity shares is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
2. Reconcilation
Equity Shares Preference Shares
Particulars
Number Amount Number Amount
Shares outstanding at the beginning of the year 5818000 58180000.00 0 0.00
Shares issued during the year 0 0.00 0 0.00
Shares bought back during the year 0 0.00 0 0.00
Shares outstanding at the end of the year 5818000 58180000.00 0 0.00
3. Shareholdings
As at 31 March 2015 As at 31 March 2015
Name of Shareholder
Number of % of Number of % of
Share held Holding Share held Holding
Deepak Gupta 1527775 26.26% 1527775 26.26%
Poonam mittal 563068 9.68% 563068 9.68%
Bank Julius Baer & Co. Ltd. 300000 5.16% 300000 5.16%
Aggregate number of shares issued for consideration other than cash and shares bought back during the period of five years immediately preceeding the reporting date
Year (Aggregate No. of Shares) 2013-14 2012-13 2011-12 2010-11 2009-10
Fully paid up pursuant to contract(s)
without payment being received in cash - - - - -
Shares bought back - - - - -
38
Particulars Equity shares
Notes (Contd.)
NOTE NO. 3 - RESERVES & SURPLUS
Reserves & Surplus As at 31 March 2015 As at 31 March 2014
Amount Amount 2. Surplus (Profit & Loss A/c) Opening Balance 93434277.15 84660075.16
(+) Net Profit for the Current Year 6187748.80 8774201.99
(+) Transfer from Reserves 0.00 0.00
(-) Proposed Dividends 0.00 0.00
(-) Interim Dividends 0.00 0.00
(-) Dividend Tax 0.00 0.00
(-) Transfer to Genral Reserves 0.00 0.00
Closing Balance 99622025.95 93434277.15
Total 99622025.95 93434277.15
NOTE NO. 4 - LONG TERM BORROWINGS
Long Term Borrowings As at 31 March 2015 As at 31 March 2014
Amount Amount
Unsecured Laon
1. Deepak Gupta 1598900.00 950000.00
1598900.00 950000.00
NOTE NO. 5 - DEFERRED TAX LIABILITY (NET)
Deferred tax liability (net) As at 31 March 2015 As at 31 March 2014
Amount Amount
(a) Deffered Tax Liability
- Depreciation net of difference in
composition of actual cost of assets 1280380.00 999258.00
- Expenses disallowed under section 43 0.00 0.00
(b) Deferred Tax Assets 363930.00 -281122.00
Deferred Tax Liability (net) 916450.00 1280380.00
Deferred tax assets and liabilities have been offset wherever the Company has a legally enforceable right to set off current tax assets against current tax liabilities and where the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority.
39
Notes (Contd.)
NOTE NO. 6 - OTHER LONG TERM LIABILTIES
Other Long Term Liabilties As at 31 March 2015 As at 31 March 2014
Amount Amount
Rent Security Deposit 5770000.00 4210000.00
Total
5770000.00 4210000.00
NOTE NO. 7 - SHORT TERM BORROWINGS
Short Term Borrowings As at 31 March 2015 As at 31 March 2014
Amount Amount
Secured 1. Term Loans
HDFC
- Auto Loan 0.00 19763.67
Total 0.00 19763.67
NOTE NO. 8 - TRADE PAYABLES
Trade Payables As at 31 March 2015 As at 31 March 2014
Amount Amount
Sundry Creditors - Goods 281982.00 13430606.24
Sundry Creditors - Goods (Related Party) 0.00 125000.00
281982.00 13555606.24
NOTE NO. 9- SHORT TERM PROVISION
Short Term Provision As at 31 March 2015 As at 31 March 2014
Amount Amount
a Provision for employees benefits
Salary and Reimbursements 759810.00 161006.00
Contribution To PF & ESI 118667.00 17532.00
b Others
Expenses Payable 42199.00 0.00
Auditors Fee Payable 190458.00 196458.00
Income Tax 0.00 0.00
Statuory liabilities
-TDS Payable 230229.00 148676.00
-Service tax Payable 0.00 231242.00
1341363.00 754914.00
40
NOTE ON. 10 - FIXED ASSETS
GROSS BLOCK DEPRECIATION NET BLOCK
PARTICULARS
Balance Additions/ Acquired Revaluation Balance Balance Deprec- Adjustment On Balance Balance Balance
As at (Disposals) Through /impairment As at As at iation due to disposal As at As at As at
01.04.2014 business 31.03.2015 01.04.2014 Charge for revaluation 31.03.2015 31.03.2014 31.03.2014
combinations the Year
a. Tangible Assets
Land 7869991.00 0.00 0.00 0.00 7869991.00 0.00 0.00 0.00 0.00 0.00 7869991.00 7869991.00
Flat At S.EX 1512000.00 0.00 0.00 0.00 1512000.00 379941.60 21509.00 0.00 0.00 401450.60 1132058.40 1110549.40
Building at SEC 44 43947395.00 0.00 0.00 0.00 43947395.00 0.00 0.00 0.00 0.00 0.00 43947395.00 43947395.00
Computer Equipments 6268245.00 9249.00 0.00 0.00 6277494.00 6248671.25 19021.56 0.00 0.00 6267692.81 19573.75 9801.19
Furniture Fixture 22372065.00 5139348.50 0.00 0.00 27511413.50 8127492.40 2625614.00 0.00 0.00 10753106.40 14244572.60 16758307.10
& Equipments
Vehicles 10783611.72 (1804411.00) 0.00 0.00 8979200.72 4643889.03 941800.00 0.00(1136871.82) 4448817.21 6139722.69 4530383.51
Total 92753307.72 3344186.50 0.00 0.00 96097494.22 19399994.28 3607944.56 0.00(1136871.82) 21871067.02 73353313.44 74226427.20
b. Intangible Assets 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
c. Capital Work 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
in Progress
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
d. Intangible Assets 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
under development
Total 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00
41
Notes (Contd.)
NOTE NO. 11 - LONG TERM LOANS AND ADVANCES
Long Term Loans and Advances As at 31 March 2015 As at 31 March 2014
Amount Amount
a Security Deposits
Secured Considered Good 5257500.00 2407500.00
b Others Loans & Advances
Secured Considered Good 0.00 0.00
Unsecured Considered Good 5300000.00 5300000.00
Adv. Agnst Institutional Plot at Sec.-32 GGN 2859400.00 2859400.00
Other Loans & advances to related Party 2778754.00 7478754.00
Other Advances 1560171.72 0.00
Doubtful 0.00 0.00
Less : Provision for doubtful advances 0.00 0.00
12498325.72 15638154.00
17755825.72 18045654.00
NOTE NO. 12 - OTHER NON-CURRENT ASSETS
Other Non-Current Assets As at 31 March 2015 As at 31 March 2014
Amount Amount
Earnest money 302600.00 302600.00
302600.00 302600.00
NOTE NO. 13 - TRADE RECEIVABLES
Trade Receivables As at 31 March 2015 As at 31 March 2014
Amount Amount
Trade Receivables outstanding for a period less than six
months from the date they are due for payment
Secured, Considered good 0.00 0.00
Unsecured, Considered good 5581132.85 3551616.00
Unsecured, Considered doubtful 0.00 0.00
Less Provision for doubtful debts 0.00 0.00
5581132.85 3551616.00
Trade Receivables outstanding for a period exceeding
six months from the date they are due for payment
Secured, Considered good 0.00 0.00
Unsecured, Considered good 14825561.28 26296074.22
Unsecured, Considered doubtful 0.00 0.00
Less Provision for doubtful debts 0.00 0.00
14825561.28 26296074.22
20406694.13 29847690.22
42
Notes (Contd.)
NOTE NO. 14 - CASH AND CASH EQUIVALENTS
Cash and cash equivalents As at 31 March 2015 As at 31 March 2014
Amount Amount
a Balance with banks
Kotak C/A 01912180000270 1703007.52 2014033.52
b Bank Deposit with more
than 12 months maturity
FDR with bank of Baroda 50000.00 50000.00
FDRs with HDFC Bank 47444.90 47444.90
FDRs with Kotak Mahinra Bank 44366662.00 40843287.00
FDRs with other Banks 224528.60 46391643.02 224528.60 43179294.02
c Interest Accrued on FDR 76402.00 77239.00
d cheques, drafts on hand 0.00 0.00
e Cash on hand 4510947.93 4019413.93
50978992.95 47275946.95
NOTE NO. 15 - OTHER CURRENT ASSETS
Other Current Assets As at 31 March 2015 As at 31 March 2014
Amount Amount
a Income Tax Refundable 2650699.95 2379432.02
b Advance Tax & TDS 1003053.00 271267.93
c Staff Advance 328944.00 900396.00
d Prepaid Expenses 14833.00 0.00
e Prepaid car insurance 42651.00 8640.00
4040180.95 3559735.95
NOTE NO. 16 - REVENUE FROM OPERATIONS
Revenue from Operations As at 31 March 2015 As at 31 March 2014
Amount Amount
Income from Services
Training Charges Received 5000000.00 11000000.00
Instructor Led Online Training Fees 563785.00 0.00
5563785.00 11000000.00
43
Notes (Contd.)
NOTE NO. 17 - OTHER INCOME
Other Income As at 31 March 2015 As at 31 March 2014
Amount Amount
Rent Received 14760000.00 13950000.00
Maintenance Charges Recd 0.00 293223.00
Interest Income 3913931.00 1462942.36
Other Income 177749.66 134862.30
18851680.66 15841027.66
NOTE NO. 18 - EMPLOYEE BENEFIT EXPENSES
Employee Benefit Expenses As at 31 March 2015 As at 31 March 2014
Amount Amount
a Salaries and incentives 3951502.00 1843205.00
b Contribution to -
i Provident Fund & Other Funds 203901.00 30252.00
c Staff Welfare 61160.00 41730.00
4216563.00 1915187.00
NOTE NO. 19 - FINANCE COST
Finance Cost As at 31 March 2015 As at 31 March 2014
Amount Amount
Interest Expenses 39350.00 53595.00
Interest on Auto loan 240.33 10440.73
bank charges 3929.95 5570.82
43520.28 69606.55
44
Notes (Contd.)
NOTE NO. 20 - OTHER EXPENSES
Other Expenses As at 31 March 2015 As at 31 March 2014
Amount Amount
Administrative & Other Expenses
Accounting & other Softwares 3850.00 6050.00
AGM expenses 26200.00 24300.00
AMC Charges 169080.00 188471.00
Audit Fee 67416.00 60000.00
Stamp Duty & Registration fee 375538.00 0.00
Online Compaign Charges 790116.64 0.00
Brokerage Expenses 774160.00 0.00
Loss on Sale of Assets 57539.18 0.00
Car Running & Maintenance 424441.00 561941.53
Director Remuneration 1600000.00 1200000.00
Electricity,Water & Generator Exp.(Net Of Receipts) 686989.00 440403.00
Maintenance Charges Paid 123095.00 0.00
Insurance expenses 28096.00 186485.00
Internet Expenses 156875.00 0.00
Legal & Professional Fee 464270.00 459715.00
Listing & depository Fees 16854.00 584272.00
Miscellaneous Expenses 77792.20 52153.00
Postage, Telephone, Telegram & Courier 659821.00 456208.00
Printing & Stationery 10805.00 32179.00
Prior Period Expenses 0.00 54234.59
Rent Paid 2200000.00 6720000.00
Repair & Maintenance 268498.00 375785.00
Security Charges 233227.00 0.00
Shares Trf & Connectivity Charges 121540.00 121322.00
Travelling & Conveyance 16450.00 10056.00
9352653.02 11533575.12
45
Notes (Contd.)
Year ended Year ended
31st March 2015 31st March 2014
21 Earning per share (EPS)
Calculation of Profit for Basic EPS
Net profit attributable to equity shareholders
Net profit after tax and prior period items 6,187,749 8,774,202
Net profit available for calculation of basic EPS (A)
6,187,749 8,774,202
Calculation of Profit for Diluted EPS
Net profit available for calculation of basic EPS 6,187,749 8,774,202
Effect of dilutive equity shares equivalent - -
Net profit available for calculation of diluted EPS (B)
6,187,749 8,774,202
No. of Weighted average equity shares
5818000
5818000
Basic (C )
Effect of dilutive equity shares equivalent - -
-Partly paid shares - -
Diluted (D) 5818000 5818000
Nominal value of equity share [Rs.] 10 10
EARNING PER SHARE [Rs.]
Basic 1.06 1.51
Diluted 1.06 1.51
22 Claims against the company not acknowledged as debts Rs. 900000/- (Previous year Rs. NIL)
23 Related party transactions
As per Accounting Standard 18, the disclosures of transactions with related parties as defined in
Accounting Standard are given as below: The detail of related party transactions entered into by the Company, for the year ended 31st March
2015 are as follows: (All amount in Rupees)
Particulars
Year ended
31st March 2015
Remuneration
Deepak Gupta 800,000
Poonam Gupta 800,000
Amounts Payable - Unsecured Loan
Deepak Gupta 1,598,900
Amounts Payable (Sundry Creditors-Goods)
Deepak Gupta Education Trust -
Amounts Receivable (loans & Advances)
Deepak Gupta Education Trust 2,778,754
All transactions with related parties have been entered into in the normal course of business.
46
Notes (Contd.)
24 Employee benefits
(a) During the year, the company has recognized the following amounts in the Profit and loss Account
(All amount in Rupees)
Defined contribution plan Year ended Year ended
Particulars 31st March 2015 31st March 2014
Employers Contribution to Provident Fund 160,650 21,240
Employer’s Contribution to ESI 43,251 9,012
203,901 30,252
Contributions to provident fund and ESIC are deposited with the appropriate authorities and charged to
the profit and loss account on “accrual basis. Defined benefit plan Gratuity- Since the number of employees is below ten, therefore, the gratuity act is not applicable. Short term employees benefits are recognised in the period during in which the services have been
rendered Leave Encashment Company encashes unutilized leaves of employees annually in March. No accumulation and deferment of
unutilized leaves is done. 25 Payments to Auditors (All amount in Rupees)
Year ended Year ended
Particulars 31st March 2015 31st March 2014
Statutory Audit fees 67,416 60,000
67,416 60,000
26 Obligations on long-term, cancelable operating leases
The lease rentals charged for the years ended March 31, 2014 and March 31, 2013 and maximum
obligations on long-term, cancelable operating leases (cancelable on giving 3 months notice period)
payable as the rentals stated in the respective agreements are as follows: (All amount in Rupees)
As at As at
Particulars 31st March 2015 31st March 2014
Lease rentals recoginized during the year - -
- -
47
Notes (Contd.)
27 C.I.F. value of Import
(All amount in Rupees) Year ended Year ended
Particulars 31st March 2015 31st March 2014
Capital goods - -
Trading googs - -
- - 28 Expenditure in foreign currency
(On payment basis) (All amount in Rupees) Year ended Year ended
Particulars 31st March 2015 31st March 2014
- -
- - 29 Earning in foreign currency
(On accrual basis) (All amount in Rupees) Year ended Year ended
Particulars 31st March 2015 31st March 2014
- -
- - 30 Impairment of assets
As per Accounting Standard (AS 28) on “Impairment of Assets” issued by Institute of Chartered Accounts of India, Provision of impairment Loss on the assets of the company is not necessary as in the opinion of management there is no impairment of assets during the year.
31 Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Rs. Nil (previous year Nil).
32 The Company had no amounts payable to small-scale industrial undertaking as defined under section 3(j) of
Industries (Development and Regulation) Act, 1951 as at 31st March 2015 and as at 31st March 2014.
33 The Company had no amounts payable to Micro, Small and Medium Enterprise Suppliers as defined under Section 7 of the Micro, Small and Medium Enterprises Development Act, 2006.The identification of Micro, Small and Medium Enterprise Suppliers is based on management’s knowledge of their status.
34 Figures of the previous years have been regrouped/rearranged to conform the current year’s presentation. for Kailash Sushil & Associates
Chartered Accountants
For & on behalf of the Board
FRN No. 003952N
Neha Gupta Poonam Gupta Deepak Gupta Prakriti Wason
Partner Whole Time Director Managing Director Company Secretary
Membership No. 526216 DIN No. : 02379548 Din No. : 01033043 PAN : ADAPW9443J
Place : Delhi Anju Sharma
Date : 24.08.2015 CFO
PAN : FQTPS8388M
48
Notice
DAY & DATE: WEDNESDAY& 30TH SEPTEMBER, 2015 VENUE: M-78, CONNAUGHT PLACE, NEW DELHI- 110001
TIME: 10.30 A.M Notice is hereby given that the Twenty First Annual General Meeting of the Members of KCC SOFTWARE LTD will be held on Wednesday, 30th September, 2015 at M-78, Connaught place, New Delhi- 110001 to transact the following business. ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March 2015 and Profit and Loss
Account for the period ended on that date together with the Directors' and Auditors' Report thereon. 2. To appoint a Director in place of Mr. RaviGupta, who retires by rotation and being eligible to offer
himself for re-appointment 3. To re-appoint M/s Kailash Sushil & Associates, as Auditors to hold the office from the conclusion of
this Annual General Meeting till the conclusion of next Annual General Meeting and authorize the Audit Committee of the Board/Board of Directors to fix their remuneration and in this regard to consider and if thought fit, to pass the necessary Ordinary Resolution: "RESOLVED THAT Pursuant to Section 139 M/s Kailash Sushil & Associates, New Delhi, Chartered Accountants, the retiring Statutory Auditors of the Company be and are hereby re- appointed as Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting on such remuneration as may be fixed by the Board of Directors of the Company.
By Order of the Board of Directors
for KCC Software Limited
Sd/-
Place : New Delhi (DEEPAK GUPTA)Date : 24/08/2015 Managing Director
DIN- 01033043 REGISTERED OFFICE: M-78, CONNAUGHT PLACE, NEW DELHI- 110001 SPECIAL BUSINESS 4. Appointment of Mr. Deepak Gupta as''Managing Director"
To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:
"RESOLVED THAT pursuant to the provisions of sections 196 and any other applicable provisions of the Companies Act 2013 read with Section 197 and Schedule V of the Companies Act, 2013 and pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014] and subject to such other approvals, permissions and sanctions as may be required and subject to such alterations/ modifications as may be prescribed by the concerned authority and subject to the approval of shareholders of the company in general meeting, consent of the Board be and is hereby accorded for the appointment of Mr. Deepak Gupta , Managing Director for a further period of 3 years commencing from the 1st November , 2014 to 31st October, 2017 on remuneration of 90,000 p.m plus Rent Free Accommodation upto a ceiling limit of Rs. 6,00,000 p.m and other terms and conditions subject to the same not exceeding the maximum limits as specified in Schedule V of the Companies Act, 2013 as laid down and revised by the Central Government from time to time.
SALARY 90,000 p.m (Rupees Ninety Thousand only)
RENT FREE Rent Free Accommodation upto a Ceiling limit of Rs. 6,00,000 p.m. ACCOMODATION
49
"RESOLVED FURTHER THAT in the event of any statutory amendment(s) or modification(s) or
relaxation(s) or variation(s) by the Central Government to the Schedule V to the Companies Act, 2013,
Company Secretary of the Company be and is hereby authorized to vary the terms and conditions in order
to give effect to such amendment(s) or modification(s) or relaxation(s) or variation(s) without any further
reference to the Board Of Directors and Shareholders of the Company in the general meeting , however ,
such amendment may be placed before the Board of Directors for taking the same on record."
"RESOLVED FURTHER THAT Company Secretary of the Company be and is hereby authorized to
take such steps as may be necessary to give effect to this resolution." 5. Appointment of Ms. Poonam Gupta as ''Whole Time Director"
To consider and if thought fit, to pass the following resolution as a SPECIAL RESOLUTION:
"RESOLVED THAT pursuant to the provisions of sections 196 and any other applicable provisions of the Companies Act 2013 read with Section 197 and Schedule V of the Companies Act, 2013 and pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014] and subject to such other approvals, permissions and sanctions as may be required and subject to such alterations/ modifications as may be prescribed by the concerned authority and subject to the approval of shareholders of the company in general meeting, consent of the Board be and is hereby accorded for the appointment of Ms. Poonam Gupta , Whole Time Director for a further period of 3 years commencing from the 1st November , 2014 to 31st October, 2017 on remuneration of 90,000 p.m plus Rent Free Accommodation upto a ceiling limit of Rs. 4,50,000 p.m and other terms and conditions subject to the same not exceeding the maximum limits as specified in Schedule V of the Companies Act, 2013 as laid down and revised by the Central Government from time to time.
SALARY 90,000 p.m (Rupees Ninety Thousand only)
RENT FREE Rent Free Accommodation upto a Ceiling limit of Rs. 4,50,000 p.m.
ACCOMODATION
MEDICAL Expenses incurred for self and family subject to a ceiling of 1 month per
REIMBURSEMENT year or three months salary in a period of 3 years
CONTRIBUTION Contribution to the Provident Fund, Superannuation Fund or Annuity Fund
TO PF, ETC. as per the Rules of the Company will not be included in the computation of Ceiling on perquisites to the Extent these either singly or put together are
not taxable under the Income Tax act .
LEAVE TRAVEL For self and the family once a year in accordance with the rules of the
CONCESSION Company.
GRATUITY Gratuity payable shall not exceed half a month's salary for each
completed year of service.
LEAVE Encashment of leave at the end of the tenure/ retirement/ superannuation
ENCASHMENT as per the rules of the Company.
MISCELLENEOUS Car with driver for business purposes of the Company. Telephone at residence
for Company's business. Personal long distance calls on telephone and use of car for private purposes shall be billed by the Company to the Director
(operations)
"RESOLVED FURTHER THAT in the event of any statutory amendment(s) or modification(s) or
relaxation(s) or variation(s) by the Central Government to the Schedule V to the Companies Act, 2013,
Company Secretary of the Company be and is hereby authorized to vary the terms and conditions in order
to give effect to such amendment(s) or modification(s) or relaxation(s) or variation(s) without any further
reference to the Board Of Directors and Shareholders of the Company in the general meeting , however ,
such amendment may be placed before the Board of Directors for taking the same on record."
50
"RESOLVED FURTHER THAT Company Secretary of the Company be and is hereby authorized to
take such steps as may be necessary to give effect to this resolution." NOTES: 1. The Statement pursuant to section 102(1) of the Companies Act, 2013 in respect of Special Business as
set out above to be transacted at the meeting is annexed hereto and forms part of the notice. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO
APPOINT A PROXY TO ATTEND AND VOTE, ON A POLL, INSTEAD OF HIMSELF/HERSELF
AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.
An instrument appointing a proxy should be duly completed, stamped and signed, and must be sent as to reach the Company's Registered office not less than 48 hours before the time scheduled for the commencement of the meeting.
3. Corporate members intending to send their authorized representatives to attend the meeting are
requested to send a certified true copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the meeting.
4. All the documents referred in the notice , annual Report, as well as Annual Accounts are open for inspection
during business hours, at the Registered Office of the Company upto and including the date of AGM. 5. Please bring the Admission slip duly filled-in and hand over the same at the entrance of the Meeting Hall.
6. The Register of Members and share transfer Books of the company will remain closed from (Monday)
28thSeptember, 2015 to (Wednesday) 30th September, 2015. (Both days inclusive). 7. Members desirous of getting information from the company at its registered office well in advance so
that the same may reach at least 7 days before the date of the meeting to enable the management to keep the required information readily available at the meeting.
8. As a measure of economy, members are requested to bring their copy of the Annual Report to the meeting. 9. Members are requested to immediately furnish their Email addresses and intimate the change of their
address, if any, along with pin-code numbers with the registered office of the company quoting their Folio Numbers and members holding shares in electronic form may inform the same to their Depository Participants.
10. The shares of the company are at present listed on two Stock Exchanges viz, Delhi Stock Exchange and
Ahmadabad Stock Exchange. Listing Fees to all the stock Exchanges had been paid up to 31st March, 2015 and are undergoing the process of direct listing on Bombay Stock exchange.
11. The notice of the AGM of the Company is also been uploaded on the website of the Company
i.ewww.kccsoftwareltd.com. ITEM NO. 4 Appointment of Mr. Deepak Gupta as Managing Director pursuant to the provisions of sections 196 and any other applicable provisions of the Companies Act 2013 read
with Section 197 and Schedule V of the Companies Act, 2013 and pursuant to the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014] and subject to such other approvals, permissions and
sanctions as may be required and subject to such alterations/ modifications as may be prescribed by the concerned
authority and subject to the approval of shareholders of the company in general meeting, consent of the Board be
and is hereby accorded for the appointment of Mr. Deepak Gupta , Managing Director for a further period of 3
years commencing from the 1st November , 2014 to 31st October, 2017 on remuneration of 90,000 p.m plus Rent
Free Accommodation upto a ceiling limit of Rs. 6,00,000 p.m and other terms and conditions subject to the same
not exceeding the maximum limits as specified in Schedule V of the Companies Act, 2013 as laid down and revised
by the Central Government from time to time.
51
ITEM NO. 5 Appointment of Ms. PoonamGupta as Whole Time Director pursuant to the sections 196 and any other applicable provisions of the Companies Act 2013 read with Section 197
and Schedule V of the Companies Act, 2013 and pursuant to Rule 3 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014] and subject to such other approvals, permissions and
sanctions as may be required and subject to such alterations/ modifications as may be prescribed by the concerned
authority and subject to the approval of shareholders of the company in general meeting, consent of the Board be
and is hereby accorded for the appointment of Ms. Poonam Gupta , Director (Operations) as Whole Time Director
for a further period of 3 years commencing from the 1st November , 2014 to 31st October, 2017 on remuneration of
90,000 p.m plus Rent Free Accommodation upto a ceiling limit of Rs. 4,50,000 p.m and other terms and conditions
subject to the same not exceeding the maximum limits as specified in Schedule V of the Companies Act, 2013 as
laid down and revised by the Central Government from time to time.
By Order of the Board of Directors
for KCC Software Limited
Sd/-
Place : New Delhi (Deepak Gupta)
Date : 24.08.2015 Managing Director REGISTERED OFFICE: M-78, CONNAUGHT PLACE, NEW DELHI- 110001
52
KCC SOFTWARE LIMITED
Registered Office: M-78, Connaught place, New Delhi- 110001
CIN : L72200DL1994PLC058140
ATTENDANCE SLIP (Please complete this attendance slip and hand it over at the entrance of the meeting hall)
Name & Address Folio No. DP ID # Client ID # No. of Shares Held
# Applicable for members holding shares in dematerialized form. I / We hereby record my / our presence at the 21ST ANNUAL GENERAL MEETING of KCC SOFTWARE LIMITED to be held at 10.30 A.M. on Wednesday, the 30th September 2015 at M- 78, Connaught Place, New Delhi- 110001.
SIGNATURE OF THE MEMBER OR THE PROXY ATTENDING THE MEETING
____________________________________ ___________________________________
If Member, please sign here If Proxy, please sign here
KCC SOFTWARE LIMITED
Registered Office: M-78, Connaught place, New Delhi- 110001
CIN : L72200DL1994PLC058140
PROXY FORM Folio No …………….....……… DP ID………………………Client ID ……….…....…..…................................... Shares Held………………..........
I/We,…………………………………………….of…………………………………being a Member / Members of KCC
SOFTWARE LIMITED, hereby appoint…………………………………of................................or failing him
her……….......................................................... of………………………................................ or failing Him
her….......………………………............................... of………………………………………………………as my /our Proxy to attend and vote for me / us on my / our behalf at the 21st ANNUAL GENERAL MEETING of KCC SOFTWARE LIMITED to be held at 10.30 A.M. on Wednesday, the 30th September 2015, at M-78, Connaught Place, New Delhi- 110001 and at any adjournment thereof.
Affix
Signed this ................................ day of................................ 2015. Revenue
Stamp
Note: The Proxy form duly completed must be deposited at the Registered Office of the Company, not less than FORTY
EIGHT HOURS before the time of holding the meeting. The Proxy need not be a Member of the Company